New Compuware CEO’s Pay Jumps

DETROIT — The pay of the CEO of Compuware Corp. (Nasdaq: CPWR) more than quadrupled in the fiscal year ended March 31.

And he wasn’t even the highest compensated officer of the company.

CEO Robert C. Paul’s total compensation rose to $11.9 million in the fiscal year ended March 31, from $2.6 million a year earlier, according to the proxy statement released by the company Tuesday evening.

Virtually all of the increase stemmed from stock options granted to Paul — $9.6 million worth. Paul’s base salary rose modestly, to $691,667 in the most recent fiscal year from $650,000 the year before. Paul also received $1.2 million in “non-equity incentive plan compensation,” down from $1.3 million a year before.

But the highest-paid Compuware executive was the newest, president and COO Joseph R. Anglieri, whose total compensation was listed as $16.4 million — $12 million of it from stock option awards.

The footnotes of the proxy statement said the stock option awards were granted to Paul and Anglieri “pursuant to the one-time grants issued in recognition of their new leadership positions as CEO and President/COO, respectively.”

The proxy said the stock options were granted to Paul to “further align his interests with the interests of shareholders by making a significant percentage of his earning opportunity dependent on the price of our stock increasing.” The proxy said Anglieri received the options “to align his interests with shareholders, to replace pension and other earning opportunities he would relinquish as a result of leaving his position as a partner at a large public accounting firm, and to entice him to join our senior management team.”

Stock options are valued based on a complex formula, and the proxy noted that the options may actually wind up being worth less (or more) than their listed value.

Company co-founder Peter Karmanos Jr., now executive chairman of the company, received total compensation of $4.6 million for the year, down from $4.8 million a year earlier.

As with all companies whose stock is publicly traded, the proxy statement listed the total compensation of the company’s five highest paid officers. The other two listed for Compuware were CFO Laura Fournier, who received total compensation of $1.9 million, down from $2 million a year earlier, and chief sales officer Patrick A. Stayer, who received total compensation of $1.5 million, up from $1 million last year.

Compuware also listed a table of “Total Realized Compensation” of its top officers — the amounts they actually received last year in salary, bonuses, incentive programs and cashed-in stock options. By this yardstick, last year Paul received $2.2 million, Fournier $1.9 million, Karmanos $5.5 million, Anglieri $472,325 and Stayer $897,724.

The proxy called fiscal 2012 “a successful and transformational year” for Compuware, noting that it achieved $1 billion in revenue for the first time since fiscal 2009, fueled by its fastest revenue growth rate in a dozen years. The proxy also said that since Compuware initiated its Compuware 2.0 plan in fiscal 2008, the company’s high-growth businesses — such as its application performance management software and Covisint secure collaboration services — have grown from 12 percent of revenue to nearly 40 percent last year.

The company’s annual meeting of shareholders will be held at 3 p.m. Tuesday, Aug. 28 at company headquarters, One Campus Martius in Detroit.

Five elections are on the formal agenda — the election of 11 directors to serve one-year terms; a non-binding proposal to ratify the appointment of Deloitte & Touche LLP to audit the company’s books; a non-binding proposal to ratify an amended anti-takeover plan; a proposal to require directors to be elected by a majority of shareholders, not the current plurality standard; and a non-binding proposal to approve the compensation of the company’s top officers.